Autodesk 2008 Annual Report Download - page 36

In addition, the Board of Directors has delegated to the Compensation Committee exclusive authority to
grant stock options and other equity grants to Autodesk’s executive officers and other employees.
In determining the CEO’s and the Executive Chairman’s compensation, the Compensation Committee
solicits input from the full Board of Directors before making final decisions.
Role of Company Management in Compensation Decisions
The Compensation Committee sets compensation for our executive officers, including our Named Executive
Officers. Certain executives such as our CEO, Senior Vice President of Human Resources, Vice President of
Compensation and Benefits, and others from Autodesk’s Human Resources, Finance, Legal, and Investor
Relations organizations may assist and support the Compensation Committee. These employees may develop
compensation proposals for Compensation Committee consideration, analyze competitive compensation
information, and provide analyses of the status of compensation programs such as levels of equity ownership,
holding value, and so forth. However, they do not have decision-making authority in regards to executive officer
compensation.
Our CEO annually reviews the performance of our Named Executive Officers, other than himself and the
Executive Chairman. Our CEO recommends salary adjustments, incentive awards, promotions, and equity grants
for the other Named Executive Officers. The Compensation Committee reviews these recommendations and may
modify them in the Compensation Committee’s discretion.
In all cases, ultimate discretion for the level, type and mix of executive compensation in total and for each
individual executive rests with the Compensation Committee.
Use of Outside Consultants
While our Company’s management may use consultants to assist in the evaluation of CEO or executive
officer compensation, the Compensation Committee has the sole authority to retain and terminate its own
compensation consultant as it deems appropriate. The consultant’s role is to provide independent, third-party
advice to assist the Compensation Committee in evaluating and designing our executive compensation policies
and programs. While the consultant reports directly to the Compensation Committee, there is interaction between
the consultant and our management team as part of the process of providing executive compensation market data
to the Compensation Committee. In addition, the consultant and members of our management team discuss
overall Company goals and objectives.
During our 2008 fiscal year, we contracted with the following compensation consulting firms to inform and
assist the Compensation Committee’s decisions on proper level, type and mix of executive compensation:
•Aon’s Radford Executive Survey provided benchmark data and overall practice reports to inform the
Compensation Committee’s decisions on fiscal year 2008 base salaries, incentive awards and equity
grants for executive officers.
•VenturePay Group’s Executive Compensation Dashboard Report provided benchmark compensation
information based on a detailed analysis of recently filed proxies from companies in our peer group
(see “Benchmarking of Compensation” below). This was an additional source of information used to
inform the Compensation Committee’s decisions on fiscal year 2008 base salaries, incentive awards
and equity grants for executive officers.
•Towers Perrin was retained late in our 2008 fiscal year to review 2008 fiscal year compensation and
help structure our 2009 executive compensation. Towers Perrin reports directly to the Compensation
Committee as its independent executive compensation consultant.
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